UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 51134 / February 3, 2005

Admin. Proc. File No. 3-11784

In the Matter of

DIMITRIOS KOSTOPOULOS,

Respondent.

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ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest to accept the Offer of Settlement submitted by Dimitrios Kostopoulos ("Kostopoulos" or "Respondent") pursuant to Rule 240(a) of the Rules of Practice of the Commission, 17 C.F.R. § 201.240(a), for the purpose of settlement of these proceedings initiated against the Respondent on December 27, 2004.

II.

Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over him and the subject of these proceedings, and the findings contained in Section III.2 below, which are admitted, Respondent consents to the entry of this Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Order"), as set forth below.

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:

1. Kostopoulos, age 28, lives in Astoria, New York. From February 1999 to February 2001, Respondent was a registered representative associated with National Discount Brokers Corporation ("NDB"), a broker-dealer registered with the Commission.

2. On August 15, 2002, Kostopoulos pleaded guilty to one count of conspiracy to commit securities fraud in violation of 15 U.S.C. §§ 78j(b) and 78ff before the United States District Court for the Eastern District of New York, in U. S. v. Dimitrios Kostopoulos, 02-CR-504. On June 6, 2003, a judgment in the criminal case was entered against Kostopoulos. He was sentenced to a prison term of one month in jail and five months of home confinement followed by three years of supervised release. Kostopoulos also was ordered to make restitution in the amount of $15,646 and pay a special assessment of $100.

3. The indictment against Kostopoulos and others was filed on April 29, 2002. Count One of the criminal indictment charged Kostopoulos and others with conspiracy to commit securities fraud. The indictment states that Kostopoulos was a licensed stockbroker employed by NDB. Count One of the indictment, to which Kostopoulos pleaded guilty, alleged that Kostopoulos conspired with others to commit securities fraud by, among other things, during September 2000, purchasing 200 shares of WLR Foods, Inc. ("WLRF") on behalf of himself, and 2,000 shares of WLRF stock on behalf of another co-conspirator, while in possession of material non-public information regarding a merger involving WLRF.

IV.

In view of the foregoing, the Commission deems it appropriate in the public interest to impose the sanctions agreed to in Respondent Kostopoulos's Offer.

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, that Respondent Kostopoulos be, and hereby is barred from association with any broker or dealer.

Any reapplication for association by Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the respondent, whether or not the Respondent has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

For the Commission, by its Secretary, pursuant to delegated authority.